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Cross-Border Update on Investing and Doing Business in the United States

In this Issue: - Indian FDI into the United States - Indian Imports into the United States - Formation of US Subsidiaries - Ownership - Liability of Equity Holders - Management...more

Can The Political Concerns Of Corporate Officers Be Of Any Concern Of The Corporation?

Suppose a corporation’s Chief Executive Officer becomes involved in a particularly abhorent (but legal) political movement. Suppose further that the Board of Directors is concerned that the corporation’s stockholders,...more

‘S Wonderful, ‘S Marvelous, ‘S Unreasonable

One of the reasons to choose an S-Corp instead of an LLC is tax savings. An S-corp does not pay any taxes at the corporate level, but instead all income is passed through to the shareholders, who are responsible for a number...more

Foreign LLCs Take Note: This Legislative Oversight May Affect You Too

Section 407 of the California Labor Code provides - Investments and the sale of stock or an interest in a business in connection with the securing of a position are illegal as against the public policy of the State and...more

Reliance on MA Case Finding That Compensation Contingent on Funding is Not Owed is Risky

Historically, Massachusetts courts routinely ruled that it was a violation of the Massachusetts Wage Act to fail to pay an employee who had been promised payment for her work only after the employer received sufficient...more

In Lawson, Supreme Court Expands SOX Whistleblower Protection to Employees of Private Contractors

On March 4, 2014, in Lawson v. FMR, the U.S. Supreme Court ruled that a public company’s private contractors can be covered under the whistleblower protections of Section 806 of the Sarbanes-Oxley Act. The Supreme Court’s...more

U.K. Partnership Tax Changes

Slightly later than first advertised, Her Majesty’s Revenue & Customs (HMRC) has now issued further guidance regarding the employment status of members of U.K. limited liability partnerships (LLPs)....more

The Proxy Season Field Guide - Fourth Edition

In This Issue: Executive Summary; Chapter 1 - The Legislative And Regulatory Developments Shaping The Proxy Season; Chapter 2 Say-On-Pay; Chapter 3 Key Disclosure Considerations For Proxy Statements And Annual Reports;...more

Successful Strategies For Doing Business In Asia: Philippines

1. What role does the government of the Philippines play in approving and regulating foreign direct investment? The following Philippine government agencies are involved in approving and/or regulating foreign direct...more

"Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014"

The spotlight on executive compensation further intensified during 2013, the third season under the Dodd-Frank Act’s “say-on-pay” rules, with the release of additional disclosure requirements and increased risks of...more

SEC proposed rules on CEO pay ratios: What employer benefits professionals need to know

On Sept. 18, 2013, the Securities Exchange Commission (“SEC”) issued long-awaited (and controversial) proposed rules regarding the disclosure of what is commonly referred to as the “CEO pay ratio.” This disclosure, which is...more

Executive Compensation and Employee Benefits Alert: IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock...

This alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former employees)...more

What’s New for the 2014 Proxy Season

Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

The Importance Of Good Compensation Committee Minutes – 7 Tips

With the recent increase in proxy litigation and the public focus on executive pay, it is very important that the minutes of the compensation committee of the board of directors be recorded properly. Following are some tips...more

Preparing for the 2014 Proxy Season - Process and Expectations

Annual Meeting Timeline: - Stockholder Proposals: ..Generally 120 days before the date on which the previous year’s proxy materials were mailed - Determine Proposal...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

UK Finance Bill: Key Points from the Autumn Statement

UK Chancellor of the Exchequer George Osborne gave his Autumn Statement speech to the House of Commons on 5th December 2013, which was followed by some limited press releases and draft legislation. This Alert provides an...more

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

Dodd-Frank affects private companies too: practice points to note

The Dodd-Frank Act – signed by President Barack Obama more than three years ago, and since then advanced with a host of rules and regulations – has been widely viewed as a law that addresses systemic risk in the financial...more

Nasdaq Proposes Changes To Compensation Committee Independence Requirements

When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more

ISS Publishes 2014 Corporate Governance Policy Updates

On November 21, 2013, Institutional Shareholder Services Inc. (“ISS”) released its final US policy updates for the 2014 proxy season (the “2014 Policies”), having received comments to its draft policies released on October...more

ISS Releases 2014 Proxy Voting Policies

On November 21, Institutional Shareholder Services Inc. issued updates to its benchmark proxy voting policies for the U.S. The updated policies will be effective for shareholder meetings on or after February 1, 2014. The...more

2013 End of Year Plan Sponsor “To Do” List Part 1 – Executive Compensation

As 2013 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. This year we are presenting our “To Do” Lists in three separate Employee Benefits Updates. Part one of the...more

Major Media Outlets Quote Lloyd Chinn On Sox Whistleblower Case Before Supreme Court

In a recent Wall Street Journal (“WSJ”) article (subscription required), Lloyd Chinn, Co-head of Proskauer’s Whistleblower & Retaliation Group, commented on Lawson v. FMR LLC, a case before the U.S. Supreme Court concerning...more

Pay Ratio Rules: Practical Compliance Challenges

On July 21, 2010, in response to the financial crisis, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 was signed into law. In passing Dodd-Frank, legislators hoped to curb the risk-taking behaviors that...more

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